Annual report pursuant to Section 13 and 15(d)

Stockholder???s Equity

v3.22.1
Stockholder’s Equity
12 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
Stockholder's Equity Stockholders’ Equity
Members’ Equity
As a result of the Reorganization, members’ equity was zero as of December 31, 2021. As of December 31, 2020, the Company had 21,042 authorized and 0 issued and outstanding Class C Capital Units, which were granted to employees as part of the Company’s annual compensation process.
Prior to the Reorganization, Alclear also had 27 classes of nonvoting, non-capital units, of which 16 were issued as equity-based compensation and reflected equity-based compensation recorded for units granted and expected to vest based on the probability of achieving performance-based vesting conditions. From time to time, Alclear repurchased vested profit units and, to the extent the amount paid for repurchases at fair value was in excess of the grant date fair value, such excess was recorded in accumulated deficit. Amounts for repurchases in excess of fair value were recorded as compensation expense.
Prior to the Reorganization, during the years ended December 31, 2021, 2020 and 2019, the Company repurchased 31,972, 284,414 and 20,521 profit units, respectively, through tender offers. Since such repurchases were at amounts that exceeded the then fair value of the units, the Company recorded expense as follows:

For the year ended
December 31, 2021 December 31, 2020 December 31, 2019
General and administrative $ 697  $ 44,535  $ 2,215 
Research and development 15  5,976  670 
Sales and marketing —  40  43 
Total $ 712  $ 50,551  $ 2,928 
As of December 31, 2020, 1,868,322 profit units were authorized, issued and outstanding. All profit units were converted in conjunction with the Reorganization.

Common Stock
As discussed in Note 1, upon the Reorganization, the Company issued 59,240,306 shares of Class A Common Stock and 1,042,234 shares of Class B Common Stock in exchange for an equivalent number of Alclear Units. In addition, Alclear members purchased 44,598,167 shares of Class C Common Stock and Alclear Investments, LLC and Alclear Investments II, LLC collectively purchased 26,709,821 shares of Class D Common stock which have voting rights equal to the number of Alclear Units held by the members of Alclear (“Alclear Members”).
As part of the IPO, the Company issued an additional 15,180,000 shares of Class A Common Stock with a par value of $0.00001 on July 2, 2021.
Non-Controlling Interest
The non-controlling interest balance represents the economic interest in Alclear held by the founders and members of Alclear. The following table summarizes the ownership of Common Units in Alclear as of December 31, 2021:
Alclear Units Ownership Percentage
Alclear Holdings Units held by post-reorganization members 44,407,609  30.18  %
Alclear Holdings Units held by Alclear Investments, LLC and Alclear Investments II, LLC 26,709,821  18.15  %
Total 71,117,430  48.33  %
The non-controlling interest holders have the right to exchange Alclear Units, together with a corresponding number of shares of Class C Common Stock for Class A Common Stock or Class D Common Stock for Class B Common Stock. As such, exchanges by non-controlling interest holders will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase Class A Common Stock or B Common Stock and additional paid-in-capital for the Company. Upon the issuance of shares Class A Common Stock or B Common Stock, the Company issues a proportionate number of Alclear Units in conjunction with the terms of the Reorganization.
The non-controlling interest ownership percentage changed from 54.21% as of June 30, 2021 to 48.33% as of December 31, 2021. The primary driver of this decrease was attributable to the issuance of shares of Class A Common Stock, due to the IPO, inclusive of the rebate on the over-allotment option exercised by the underwriters, and the exercise of certain warrants.
As of December, 31 2021, no Alclear Units have been exchanged.